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CIRCULAR No. 59/2004/TT-BTC OF JUNE 18, 2004 GUIDING THE LISTING OF STOCKS AND BONDS ON THE CENTRAL SECURITIES MARKET

In furtherance of the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and securities market (called Decree 144 for short), the Finance Ministry hereby guides the listing of stocks and bonds on the central securities market as follows:

I. GENERAL PROVISIONS

1. This Circular provides for the granting of permits for listing of stocks and corporate bonds on the central securities market in the territory of the Socialist Republic of Vietnam. The registration for listing of Government bonds, local-administration bonds shall be carried out by the Securities Trading Center at the proposal of the issuing organizations.

2. The listing at the Securities Trading Center shall be made according to each type of stock, bond already issued; each type may comprise a part of free-transfer stock, bond and a part of restricted-transfer stock, bond according to law provisions or regulations of the issuing organizations.

II. SPECIFIC PROVISIONS

1. Conditions for stock and bond listing

1.1. Conditions for stock listing:

1.1.1. Being a joint-stock company having the contributed charter capital of at least VND 5 billion, calculated according to book values, at the time of applying for listing permit;

1.1.2. Having a healthy financial situation without payable debts overdue for more than 1 year; fulfilling the financial obligations towards the State and laborers in the company. For credit institutions and non-bank financial organizations, the financial situation shall be assessed according to the regulations of specialized management bodies;

1.1.3. Earning after-tax profits for 2 consecutive years preceding the year of applying for the listing permit and at the same time having no accumulated losses by the time of applying for listing permits;

1.1.4. For enterprises transformed into joint-stock companies, the period of 2 consecutive profitable years preceding the year of applying for listing permits shall also cover the pre-transformation time;

1.1.5. For equitized State enterprises listed on the securities market within 1 year after the transformation, the business operation of the year preceding the year of applying for the permits must be profitable;

1.1.6. Shareholders being members of the Managing Boards, the Directorates, the Control Boards of companies must commit to hold at least 50% of their own shares for 3 years as from the date of listing, excluding the State-owned shares held by the above representing individuals. This regulation shall not apply to companies already listed according to the previous regulations;

1.1.7. At least 20% of the stock capital of a company are held by at least 50 shareholders outside the issuing organization. For companies having the stock capital of VND100 billion or more each, this percentage shall be 15% of the stock capital.

1.2. Conditions for listing of bonds:

1.2.1. Being joint-stock companies, limited liability companies or State enterprises which have the contributed charter capital of at least VND 10 billion, calculated according to book values, at the time of applying for listing permits;

1.2.2. The production and/or business activities yield profits for two consecutive years preceding the year of applying for the listing. For enterprises transformed into joint-stock companies, the above duration also covers the pre-transformation time;

1.2.3. Having a healthy financial situation without payable debts overdue for over 1 year; fulfilling all financial obligations towards the State. For credit institutions and non-bank financial bodies, the financial situation is assessed according to the regulations of specialized management agencies;

1.2.4. Having at least 50 persons owning bonds.

2. Dossiers of application for listing permits

2.1. A dossier of application for a listing permit shall include:

2.1.1. The application for listing permit, made according to a set form;

2.1.2. The shareholds' congress's decision approving the stock listing;

2.1.3. The shareholder-monitoring book of the listing-applying organization, which is opened within 1 month prior to the time of submitting the listing application dossier;

2.1.4. The valid copy of the business registration certificate, including the business change registration certificate;

2.1.5. The company's charter with contents compliant with law provisions;

2.1.6. The prospectus made according to a set form, which must satisfy the following requirements:

- Containing adequate necessary, truthful and clear information so as to help investors and securities companies properly assess the financial situation, business activities and prospects of the listing-applying organization;

- The financial data in the prospectus must be compatible with the data of the audited financial statement in the listing application dossier;

- Containing the signatures of the Managing Board chairman, the Control Board head, the director (general director), the chief accountant of the listing-applying organization. In cases where their representatives sign on those people's behalf, the authorization letters are required.

2.1.7. The lists and curricula vitae of the members of the Managing Board, the Directorate and the Control Board, made according to set forms;

2.1.8. The commitments of members of the Managing Board, the Directorate and the Control Board to hold for 3 years counting from the date of listing at least 50% of their own shares, excluding the State-owned shares held on the State's behalf by the above individuals;

2.1.9. The financial statements of 2 consecutive years preceding the year of applying for listing should satisfy the following requirements:

- They comply with the current accounting regimes of the State;

- The annual financial statements should be certified by the approved independent auditing organizations; the audit's opinions on the financial statements must express the full approval or the approval with exception. Where it is the approval with exception, the exceptions must not exceed 10% of the owner's capital of the listing-applying organization;

- Where the period from the date ending the latest financial statement year to the time of forwarding the listing application dossiers to the State Securities Commission exceeds 90 days, the listing organizations should make additional financial statements up to the latest month or quarter;

- The financial statements, if being copies, should ensure the law-prescribed validity;

2.1.10. The contract on consultancy for listing-applying dossier making between the consultancy securities company and listing-applying organization.

2.2. A dossier of application for bond-listing permit shall include:

2.2.1. The documents prescribed at Points 2.1.1, 2.1.4, 2.1.5, 2.1.6, 2.1.9 and 2.1.10 above;

2.2.2. The decision approving the bond listing of the Managing Board or the shareholder's congress in case of transformation bond listing (for joint-stock companies), of the Members' Council (for limited liability companies of two or more members), or capital owners (for one-member limited liability companies) or of competent authority (for State enterprises);

2.2.3. The bond owner- monitoring book of the listing-applying organization, made within 1 month prior to the time of submitting the listing application dossier;

2.2.4. The listing-applying organization's commitment to fulfill obligations towards investors, including payment conditions, ratio of debts to owner's capital, transformation conditions (in case of listing transformation bonds) and other conditions;

2.2.5. The written approval of payment guarantee or the record certifying the value of security assets enclosed with valid documents evidencing the lawful ownership and the insurance contract (if any) for such assets in case of listing the guaranteed bonds.

2.3. For organizations applying for listing within 1 year after the issuance to the public according to the provisions of Decree 144, the dossiers of application for stock-listing permits shall include the documents prescribed at Points 2.1.1, 2.1.2, 2.1.3 and 2.1.8 above, and the dossiers of application for bond-listing permits shall include the documents prescribed at Points 2.1.1, 2.2.2 and 2.2.3 above, if other documents see no modifications as from the time of submitting the issuance registration dossiers.

2.4. For organizations having already listed their stocks or bonds at the Securities Trading Center, the dossiers of application for bond-listing permits shall include documents prescribed at Points 2.1.1, 2.2.2 and 2.2.3 above. For organizations having already listed their bonds at the Securities Trading Center and wishing to list their stocks after fully meeting the conditions prescribed in Decree 144, the dossiers of application for stock-listing permits shall include the documents prescribed at Points 2.1.1, 2.1.2, 2.1.3, 2.1.6, 2.1.8, 2.1.9 and 2.1.10 above.

2.5. State enterprises, foreign-invested enterprises and limited liability companies, which shift to operate in form of joint-stock company in combination with the listing, may submit the dossiers of application for stock listing simultanously with the equitization process. The listing application dossiers shall comply with the provisions at Point 2.1 above, including:

- The document prescribed at Point 2.1.2 shall be replaced by the equitization decision of the competent authority for listing, for State enterprises, of the Managing Board or the Members' Council, for foreign-invested enterprises, limited liability companies;

- The document prescribed at Point 2.1.9 for equitized State enterprises can be replaced by decision of the competent authority certifying the enterprise's value (if the process of determining the enterprise's value is participated by the auditing organization). For other types of enterprises shifting their operation in form of joint-stock company in combination with the listing, at least the financial statement of the year preceding the year of application for permit must be certified by the accredited auditing organization;

- The document prescribed at Point 2.1.10 shall be exempt for enterprises which have had consultancy organizations in the course of transformation;

- The documents prescribed at Points 2.1.3, 2.1.4, 2.1.5, 2.1.7 and 2.1.8 may be sent upon the completion of transformation into joint-stock companies.

2.6. For organizations having their stock and/or bond delisted under Clauses 1 and 3, Article 29 of Decree 144, which wish for the re-listing thereof under Article 30 of Decree 144 within 6 months after the delisting, the dossiers of application for re-listing shall be exempt from the document prescribed at Point 2.1.10, while the dossiers of application for stock re-listing shall be exempt from the documents prescribed at Points 2.1.4, 2.1.5, 2.1.7, 2.1.8, and the dossiers of application for bond re-listing shall be exempt from the documents prescribed at Points 2.1.4, 2.1.5, 2.1.7, 2.2.4, 2.2.5, if those documents see no modifications after the delisting.

2.7. The dossiers of application for listing permits shall each be made in 2 sets (1 set of the originals and 1 set of the true copies of the originals) and sent to the State Securities Commission. The amendment and supplementation of dossiers shall be made when the listing-applying organizations deem it necessary to do so or when it is so requested by the State Securities Commission. The amended and/or supplemented dossiers must be signed by persons who have signed the listing-applying dossiers sent to the State Securities Commission or persons having the same titles as the above-mentioned persons. In cases where it is requested by the State Securities Commission, the listing-applying organizations must make the amendment and supplementation strictly according to the procedures and schedule prescribed by the State Securities Commission.

3. Listing changes

3.1. Where listing organizations have obtained the State Securities Commission's approval of additional share issuance registration, they shall, within 10 working days after the end of the additional issuance, carry out the procedures for additional listing of stocks according to the regulations of the Securities Trading Center.

3.2. The listing organizations which wish to separate or aggregate stocks shall report to the State Securities Commission on the contents related to the separation or aggregation of stocks before the implementation thereof. On the basis of the State Securities Commission's approval of re-listing registration, the listing organizations shall carry out the re-listing procedures according to the regulations of the Securities Trading Center within 5 working days after the completion of the separation or aggregation.

3.3. The listing organizations which are separated or merged but without changing the listing legal persons shall have to carry out the procedures for re-listing with the State Securities Commission.

4. Granting or refusing to grant listing permits

4.1. Within 45 days after receiving the complete and valid dossiers, the State Securities Commission shall grant or refuse to grant the listing permits. In case of refusal to grant the permits, it must explain the reasons therefor in writing.

4.2. For organizations applying for listing, as provided for at Points 2.3 and 2.4 above, the State Securities Commission shall consider and grant or refuse to grant permits within 15 days after receiving the complete dossiers.

4.3. In cases where the dossiers of application for listing permits need to be amended and/or supplemented, within 15 days as from the date of receiving the dossiers of application for listing permits, the State Securities Commission shall request in writing the listing-applying organizations to amend their dossiers of application for listing; the dossier-receiving time limit shall be counted from the date the State Securities Commission receives the amended and/or supplemented dossiers.

4.4. The listing-applying organizations must pay the permit-granting fees according to law provisions before receiving the listing permits.

5. Delisting and re-listing

5.1. In case of delisting under Clause 3, Article 29 of Decree 144, the listing organizations must file their applications for delisting to the State Securities Commission, enclosed with the decisions of the shareholders' congresses to approve the delisting of stocks or transformation bonds or decisions of the Managing Boards (for joint-stock companies) to approve the delisting of bonds, or decisions of the Members' Councils (for limited liability companies with two or more members) to approve the delisting of bonds, or of capital owners (for one-member limited liability companies) or the competent authorities' written approval (for State enterprises). The shareholders' congress's decisions on stock delisting must be voted for by at least 65% of the votes of all attending shareholders. The listing organizations must fulfill all obligations according to law provisions before carrying out procedures for delisting with the Securities Trading Center.

5.2. Cases of stock- or bond delisting include:

5.2.1. The securities have no longer satisfied the listing conditions within the prescribed time limits:

5.2.1.1. The listing organizations stop or are suspended from main production and business activities for one year or longer or have their business registration certificates or permits for operations in specialized fields withdrawn;

5.2.1.2. The audit's opinions on the financial statements of the listing organizations in 2 consecutive years express the disapproval thereof or the refusal to give opinions;

5.2.1.3. Stocks see no transactions at the Securities Trading Center within 1 year;

5.2.1.4. The production and/or business results have been negative for 3 consecutive years and the total accumulated loss amounts exceed the owners' capital in the financial statements at the latest time;

5.2.1.5. The number of shareholders outside the issuing organizations has reduced to under 50 in 12 consecutive months.

5.2.2. The listing organizations terminate their existence due to merger, consolidation, division, dissolution or bankruptcy.

5.2.3. The listing organizations file their applications for delisting which is approved by the State Securities Commission.

5.2.4. Other cases as follows:

5.2.4.1. The listing-applying organizations fail to carry out procedures for listing at the Securities Trading Centers within the maximum period of 3 months as from the date of being granted the listing permits;

5.2.4.2. The listing organizations deliberately or frequently violate the regulations on information disclosure;

5.2.4.3. The listing organizations fail to submit the annual financial statements for two years in a row.

5.2.4.4. The remaining payment duration of the listed bonds is less than 2 months; or the listed bonds are fully re-purchased by the listing organizations before maturity;

5.2.4.5. The State Securities Commission deems it necessary to delist in order to protect the interests of investors.

5.3. The stocks and bonds subject to delisting, when meeting the conditions prescribed in Articles 20 and 21 of Decree No. 144, shall be considered for re-listing according to the procedures prescribed at Points 2 and 4 above.

6. The reporting and information disclosing regimes

The reporting and information disclosure by listing organizations shall comply with the provisions in Chapter VI of Decree No. 144 and the Circular guiding the information-disclosing regime, promulgated by the Finance Ministry.

III. IMPLEMENTATION ORGANIZATION

1. This Circular takes effect 15 days after its publication in the Official Gazette.

The ministers, the heads of the ministerial-level agencies or Government-attached agencies, the presidents of the provincial/municipal People's Committees, the Managing Board chairmen, the general directors (directors) of the listing organizations, the securities companies and the heads of the concerned units shall have to implement this Circular.

2. If any problems arise in the course of implementation, the concerned organizations and individuals are requested to report them to the Finance Ministry for study, guidance and solution.

For the Finance Minister

Vice Minister
LE THI BANG TAM